Manuka Ltd entered into a share exchange agreement to acquire Artemis Therapeutics Inc. (OTCPK:ATMS) for $92.4 million in a reverse merger transaction on March 6, 2022. Under the share exchange agreement, Artemis will acquire all of the outstanding shares of Manuka from its shareholders in exchange for an aggregate of 92.446687 million shares of Artemis' common stock such that the shareholders will hold, immediately following the closing, 89% of Artemis' issued and outstanding share capital. At closing, should it be required as a condition by the Israeli Tax Authority to affect a tax ruling to approve the transactions contemplated by the share exchange agreement, the Manuka shares and the consideration shares will be placed in escrow with a third-party escrow agent pending the closing. Following the closing, Manuka will become Artemis' wholly owned subsidiary. The share exchange agreement may be terminated under certain circumstances.

The share exchange agreement is subject to certain closing conditions, including, Artemis will be satisfied in its sole discretion with the results of its due diligence investigation of Manuka; the required tax rulings pursuant to the Israeli Income Tax Ordinance, 1961, as amended, and the rules and regulations thereunder shall have been received; Manuka shall have delivered the required closing financial statements; Manuka shall have paid off $85,000 of our existing debt and our existing shareholders shall have paid off the balance of our existing debt; and Artemis' board of directors shall be comprised of one member, who shall be nominated at the closing.